UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 23, 1999
THE QUIZNO'S CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-23174 84 -1169286
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1415 Larimer Street, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 291-0999
Former address: 1099 18th Street, Suite 2850, Denver, Colorado 80202
(Former name or former address, if changes since last report)
Item 5. Other Events. A press release, which is attached hereto, relating to a
revised going private proposal, was issued by the Registrant.
Item 7. Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press Release
99.2 Revised Proposal Letter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. THE QUIZNO'S CORPORATION
Date: June 24, 1999
By: /s/ John L. Gallivan
- --------------------------
John L. Gallivan, Chief Financial Officer
Exhibit No. 99.1
QUIZNO'S ANNOUNCES UPDATE OF PREVIOUSLY ANNOUNCED GOING PRIVATE
PROPOSAL
DENVER, Colo. June 23, 1999 - On June 23, 1999, The Quizno's Corporation
(Nasdaq: QUIZ) (the "Company") announced that it had received a revised proposal
from The Schaden Acquisition Company ("SAC") (which is wholly owned by Richard
E. Schaden and Richard F. Schaden, the President and Chief Executive Officer,
and the Vice President and Secretary, respectively, of the Company) for the
acquisition of all of the outstanding shares of the Company (other than the
shares owned by the Schadens and certain affiliated shareholders). SAC revised
the proposal first made by the Schadens on December 29, 1998. SAC's proposed a
revised price per share of $8.00. The final price will be based on negotiations
with the Special Committee previously appointed by the Board of Directors, and
will be payable in cash. The proposal is subject to, among other things, (1)
approval of the proposed transaction by the Special Committee of the Board, the
full Board of Directors and the Company's stockholders, (2) receipt of
satisfactory financing for the transaction, (3) receipt of a fairness opinion or
an appraisal of the fair value of the shares by the Special Committee that
indicates that the price payable to the stockholders is fair value to the
stockholders of the Company, and (4) applicable regulatory approval. There can
be no assurance that a definitive acquisition agreement will be executed and
delivered, that acceptable financing will be arranged, or that the proposed
transaction will be consummated.
The Company also announced that the Special Committee members are Mark L.
Bromberg and Brownell M. Bailey. The Special Committee has retained U.S. Bancorp
Piper Jaffray Inc., as its financial advisor and Hogan & Hartson L.L.P. as its
legal counsel for purposes of evaluating the proposal.
The proposed acquisition may only be completed in accordance with applicable
state and federal laws including the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended. This press release shall not constitute an
offer or a solicitation of an offer to buy such securities.
This release contains forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Such risks and uncertainties
include whether the proposed acquisition transaction will be completed, the
availability of financing sources for the transaction, and approval by various
parties.
For more information contact:
Patrick E. Meyers, Vice President & General Counsel
The Quizno's Corporation, (303) 291-0999
Exhibit No. 99.2
THE SCHADEN ACQUISITION COMPANY
11870 Airport Way
Broomfield, Colorado 80021
The Board of
Directors
June 23, 1999
The Quizno's Corporation
1099 18th Street Suite 2850
Denver, Colorado 80202
Gentlemen:
In connection with the letter to you dated, December 29, 1999, from my father
and me, set forth below is our restated and amended offer to acquire all of the
outstanding shares of the Common Stock, par value $.001 (the "Common Stock"), of
The Quizno's Corporation (the "Company"), not currently owned by our group on
the terms and conditions set forth in this letter. Our restated and amended
offer is that each holder of such shares would receive $8.00 per share of Common
Stock payable in cash. Our offer is being made through The Schaden Acquisition
Company.
We request that this offer be referred to the Special Committee of the Board of
Directors for evaluation of this offer in accordance with the instructions of
the Board of Directors in the resolution creating the Special Committee.
Our proposal is conditioned upon the execution of a definitive acquisition
agreement containing such mutually agreeable terms and conditions as are
customary in agreements of this sort, including but not limited to customary
representations, warranties, covenants and conditions. It is also subject to,
among other things, (1) the approval of the transaction by the Special
Committee, the Board of Directors and the stockholders of the Company, (2)
receipt of satisfactory financing for the transaction, (3) receipt of a fairness
opinion or an appraisal of the fair value of the shares to the Special Committee
that indicates that the price payable to the stockholders is fair value to the
stockholders of the Company, and (4) the receipt of all necessary regulatory
approvals.
We would like to proceed with this transaction as soon as possible. We reserve
the right to modify or withdraw this proposal at any time prior to the execution
and delivery of the definitive acquisition agreement in the event that we become
aware of any facts or circumstances that we determine, in our sole discretion,
make such action appropriate. We will not have any obligation to the Company or
its stockholders with respect to this proposal prior to the execution and
delivery of the definitive acquisition agreement.
We and our advisers are prepared to respond to any request of the Special
Committee and its advisers to facilitate the advancement of this transaction. If
we are not available for any reason, please feel free to contact Lyle Stewart,
who is representing us in this matter and who will be able to reach us as
necessary.
Very truly yours,
THE SCHADEN ACQUISITION COMPANY
By: /s/ Richard E. Schaden
Richard E. Schaden, President
